Exhibit 10.42


 


	
   

  	
  DATED

  	
  JULY 14, 2008

  	
   

  



 


RESACA
EXPLOITATION, INC. (1)


 


SEYMOUR
PIERCE LIMITED (2)


 


ROYAL BANK
OF CANADA EUROPE LIMITED (3)


 


and


 


NGP CAPITAL
RESOURCES COMPANY (4)


 


	
   

  	
   

  	
   

  
	
   

  	
  LOCK-IN AND

  	
   

  
	
   

  	
  ORDERLY MARKETING DEED

  	
   

  
	
   

  	
   

  	
   

  



 





 


Solicitors and Registered Foreign Lawyers

Regulated by the Solicitors Regulation Authority


 

















 


CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  CONDITION
  PRECEDENT

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  LOCK-IN
  AND ORDERLY MARKETING ARRANGEMENTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.

  	
  ORDERLY
  MARKETING

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  WARRANTIES
  AND REPRESENTATIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  ISSUE
  OF ADMISSION DOCUMENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.

  	
  ENTIRE
  AGREEMENT

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.

  	
  ASSIGNMENT

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  THIRD
  PARTY RIGHTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  10.

  	
  FURTHER
  ASSURANCE

  	
  7

  
	
   

  	
   

  	
   

  
	
  11.

  	
  COUNTERPARTS
  AND EXECUTION

  	
  7

  
	
   

  	
   

  	
   

  
	
  12.

  	
  INVALIDITY

  	
  7

  
	
   

  	
   

  	
   

  
	
  13.

  	
  VARIATION
  OF TERMS

  	
  8

  
	
   

  	
   

  	
   

  
	
  14.

  	
  NOTICES

  	
  8

  
	
   

  	
   

  	
   

  
	
  15.

  	
  GOVERNING
  LAW AND JURISDICTION

  	
  9

  
	
   

  	
   

  	
   

  
	
  16.

  	
  AGENT
  FOR SERVICE OF PROCESS

  	
  9

  



 

















 


	
  THIS DEED is made on

  	
   

  	
  JULY 14, 2008

  



 


BETWEEN:


 


(1)                             RESACA EXPLOITATION, INC. (a corporation registered in Texas), whose
registered office is at 1331 Lamar, Suite 1450, Houston, Texas 77010, USA
(the “Company”);


 


(2)                             SEYMOUR PIERCE LIMITED (a company registered in England and Wales
with registered number 2104188), whose registered office is at 20 Old Bailey,
London EC4M 7EN (“Seymour Pierce”);


 


(3)                             ROYAL BANK OF CANADA EUROPE
LIMITED (incorporated in England and Wales with registered number
995939) whose registered office is at 71 Queen Victoria Street, London EC4V 4DE
(“RBC”); and


 


(4)                             NGP CAPITAL RESOURCES
COMPANY, whose address is
1221 McKinney Street, Suite 2975, Houston, Texas 77010 (the “Covenantor”).


 


BACKGROUND:


 


(A)                         The Company will apply to the London Stock
Exchange for all of the Enlarged Share Capital to be admitted to trading on
AIM. Seymour Pierce has agreed to act as Nominated Adviser and Broker to the
Company, and RBC has agreed to act as Broker to the Company, in connection with
such application and thereafter.


 


(B)                           Seymour Pierce has requested, as a condition
of making the application for Admission, that the Covenantor enters into this
agreement.


 


IT IS AGREED THAT :


 


1.                                       DEFINITIONS AND
INTERPRETATION


 


1.1                                 In this agreement the following words and
expressions shall have the following meanings:


 


“Act” means
the Companies Act 2006;


 


“Admission” means the admission to trading on AIM of all of the Enlarged Share
Capital in accordance with the AIM Rules, and any reference in this agreement to Admission “becoming effective” is to be construed in accordance with
rule 6 of the AIM Rules;


 


“Admission Document” means the document in the agreed form proposed
to be published by the Company in connection with the Placing and Admission as
required by and in accordance with rule 3 of the AIM Rules;


 


“Affiliates” means subsidiaries, holding companies and any subsidiaries of any such
holding companies;


 


“AIM” means
the AIM market operated by the London Stock Exchange;


 


“AIM Rules” means the rules published by the London Stock Exchange governing
admission to AIM and the regulation of AIM companies as amended or re-issued
from time to time;


 


“Board” means the board of directors of the Company or a duly authorised
committee of such board of directors;


 


“Brokers” means Seymour Pierce and RBC, appointed by the Company pursuant to
rule 35 of the AIM Rules;


 


“Business Day” means a day
(excluding Saturdays, Sundays and public holidays) on which 


 


1

















 


banks
are open for business in the City of London;


 


“City Code” means the City Code on Takeovers and Mergers issued by the Panel on
Takeovers and Mergers, from time to time;


 


“Disposal” includes any direct or indirect, unconditional or conditional, sale,
grant of options over, assignment, transfer, charge, pledge, or other disposal
or agreement to dispose of any Shares or any interest in Shares and “dispose” shall be construed accordingly;


 


“Enlarged Share Capital” means the Existing Shares and the Placing
Shares;


 


“Existing Shares” means the 59,945,609 Shares in issue at the date of this agreement,
including the Sale Shares;


 


“Family Member” means in relation to an individual, the parent, sibling, spouse, widow,
adult child or grandchild (including such child or grandchild by adoption or a
step-child) of such individual;


 


“FSMA” means the Financial Services and Markets Act 2000;


 


“interest”, in relation to the Shares, shall have the meaning given to that term in
section 820 of the Act and the term “interested”
shall be construed accordingly;


 


“Locked-In Shares” has the meaning given in clause 3.3(b)(ii);


 


“London Stock Exchange” means London Stock Exchange plc;


 


“Nominated Adviser” means Seymour Pierce appointed by the Company pursuant to rule 1 of
the AIM Rules and assuming the responsibilities set out in rule 39 of
the AIM Rules;


 


“OM Shares” has the meaning given in clause 4;


 


“OM Specified Price” has the meaning given in clause 4;


 


“Orderly Marketing Period” means the period of 6 months from the end of
the Restricted Period;


 


“Placing” means the proposed placing of the Placing Shares and the Sale Shares by
Seymour Pierce in accordance with the terms and conditions set out in the
Admission Document;


 


“Placing Shares” means the 32,313,130 Shares to be issued by the Company pursuant to the
Placing;


 


“Restricted Interests” has the meaning given in clause 3.1;


 


“Restricted Period” means the period of 12 months from the date of Admission;


 


“Sale Shares” means the 8,686,870 Existing Shares to be sold by existing shareholders
in the Company, pursuant to the Placing;


 


“Shares” means the common stock of the Company, par value US$0.01;


 


“Share Transfer Agreement” means the share transfer agreement, in the
agreed form, between the partners in the Company;


 


“Specified Price” has the meaning given in clause 3.3(b)(ii);


 


“U.S. Securities Act” means the United States Securities Act of
1933; and


 


2

















 


“in compliance with U.S. Securities Laws” includes (i) outside of the United States
in an offshore transaction in accordance with Rule 904 under the U.S.
Securities Act; (ii) pursuant to another available exemption from
registration under the U.S. Securities Act; or (iii) pursuant to an
effective registration statement under the U.S. Securities Act, in each of
cases (ii) or (iii) in accordance with any applicable securities laws
of any state of the United States.


 


1.2                                 In this agreement unless otherwise specified,
reference to:


 


(a)                                  “includes” and “including”
shall mean including without limitation;


 


(b)                                 a “subsidiary
undertaking” and “parent
undertaking” are to be construed in accordance with section 1162 of
the Act, a “subsidiary” or “holding company” is to be construed in accordance
with section 1159 of the Act and an “associated company” is to be construed in
accordance with section 416 et seq of the Income and Corporation Taxes Act
1988;


 


(c)                                  a document in the “agreed form” is a reference to that document in the form
approved and for the purposes of identification signed by or on behalf of each
of Seymour Pierce and the Company;


 


(d)                                 a party means a party to this agreement and
includes its permitted assignees and/or the successors in title to
substantially the whole of its undertaking which includes this agreement and,
in the case of an individual, to his or her estate and personal
representatives;


 


(e)                                  a person includes any person, individual,
company, firm, corporation, government, state or agency of a state or any
undertaking or organisation (whether or not having separate legal personality
and irrespective of the jurisdiction in or under the law of which it was
incorporated or exists);


 


(f)                                    a statute or statutory instrument or
accounting standard or any of their provisions is  to be construed as a reference to that statute
or statutory instrument or accounting standard or such provision as the same
may have been or may from time to time hereafter be amended, re-enacted or
modified, save to the extent that any such amendment, re-enactment or
modification which takes effect after the date of this agreement would impose
any new or extended obligation or liability on, or otherwise adversely affect
the rights of, any party;


 


(g)                                 “recitals”, “clauses” or “paragraphs”
are to recitals, clauses and paragraphs of this agreement.
References to this agreement shall, unless the context otherwise requires,
include references to the recitals;


 


(h)                                 writing shall include typewriting, printing,
lithography, photography and other modes of representing words in a legible
form (other than writing on an electronic or visual display screen) or other
writing in non-transitory form;


 


(i)                                     words denoting the singular shall include the
plural and vice versa and words denoting any gender shall include all genders;
and


 


(j)                                     the time of day is reference to time in
London, England.


 


1.3                                 The index to and the headings in this
agreement are for information only and are to be ignored in construing the
same.


 


1.4                                 Any term, condition or provision of this agreement
which is expressed to bind or which is given by more than one person shall,
unless expressly stated to the contrary, bind them jointly and each of them
severally.


 


1.5                                 All commissions, fees and expenses payable
under or in connection with this agreement are stated exclusive of VAT (if
any).


 


3

















 


2.                                       CONDITION PRECEDENT


 


2.1                                 The obligation of the parties hereunder are
conditional upon Admission.


 


2.2                                 If the condition set out in clause 2.1 is not
fulfilled by 5:00 p.m. on 31 July 2008, this agreement shall cease
and determine and no party shall have any claim against any other party for
costs, damages, compensation or otherwise in respect of it.


 


3.                                       LOCK-IN AND ORDERLY MARKETING
ARRANGEMENTS


 


3.1                                 The Covenantor hereby undertakes with each of
the Company, Seymour Pierce and RBC that, except as provided in clauses 3.2 and
3.3, he will not during the Restricted Period effect any Disposal of his
interest in all or any Shares or warrants, options or other rights of
whatsoever nature to subscribe for or convert or exchange any securities into,
or otherwise acquire, any Shares (irrespective of whether such options or
rights are conditional or contingent) which are, in each case, beneficially
owned, held or controlled by him at Admission excluding any Sale Shares (the “Restricted Interests”).


 


3.2                            Subject to clause 3.3, the restrictions
contained in clauses 3.1 and 4 shall not apply to any of the following:


 


(a)                                  any Disposal which is notified in writing in
advance to the Board, Seymour Pierce and RBC and to which each of the Board,
Seymour Pierce and RBC acting reasonably and in good faith gives its prior
consent in writing;


 


(b)                                 any Disposal by way of gift:


 


(i)                                     by any individual to a Family Member;


 


(ii)                                  by any individual to any person or persons
acting in the capacity of trustee or trustees of a trust created by such
individual or, upon any change of trustees of a trust so created, to the new
trustee or trustees, provided that there are no persons beneficially interested
under the trust other than the individual and his Family Members;


 


(iii)                               by any individual to any person or persons
acting in the capacity of trustee or trustees of a trust established for
charitable purposes only or, upon any change of trustees of a trust so created,
to the new trustee or trustees; or


 


(iv)                              by the trustee or trustees of a trust to which
subparagraphs (ii) or (iii) apply to any person beneficially
interested under that trust,


 


provided
that, prior to the making of any such Disposal, the Board (acting reasonably
and in good faith) are satisfied that the transferee falls within one of the
categories (i) to (iv) above and any such transferee first gives an
undertaking to the Company, Seymour Pierce and RBC in like terms to those in
this clause 3 and contained in a deed, in such form as Seymour Pierce and RBC
may require, duly executed by the transferee and delivered to the Company,
Seymour Pierce and RBC;


 


(c)                                  in the event of an intervening court order;


 


(d)                                 to the acceptance of a general, partial or
tender offer made to shareholders of the Company (or to all such shareholders
other than the offeror and/or any body corporate controlled by the offeror
and/or any persons acting in concert with the offeror) to acquire all the
issued Shares (other than any Shares which are already owned by the person
making such offer and any other person acting in concert with him or it);


 


(e)                                  to the execution of an irrevocable undertaking
to accept a general, partial or tender offer made to shareholders of the
Company (or to all such shareholders other than


 


4

















 


the
offeror and/or any body corporate controlled by the offeror and/or any persons
acting in concert with the offeror) to acquire all the issued Shares (other
than any Shares which are already owned by the person making such offer and any
other person acting in concert with him or it);


 


(f)                                    to a Disposal pursuant to a compromise or
arrangement between the Company and its creditors or any class of them or between
the Company and its shareholders or any class of them which is agreed to by the
creditors or shareholders in accordance with relevant laws and regulations;


 


(g)                                 any Disposal to or by  the personal representatives of any Director who shall die during the
Restricted Period;


 


(h)                                 any Disposal pursuant to acceptance of an
offer by the Company to purchase its own Shares which is made on identical
terms to all holders of its Shares;


 


(i)                                     if the Shares are no longer listed on AIM;


 


(j)                                     any Disposal to Affiliates, shareholders,
partners, members, directors, managers, employees or consultants of the
Covenantor, provided that such Affiliates, shareholders, partners, members,
directors, managers, employees or consultants agree to be bound in writing by
the restrictions on further Disposal and requirements of orderly marketing set
forth herein;


 


(k)                                  any Disposal of interests in the Shares as
collateral for a loan extended to the Covenantor, provided that the lender
agrees in writing to be bound by the restrictions on further Disposal and
requirements of orderly marketing set forth in herein; or


 


(l)                                     any Disposal required to be made pursuant to
the Share Transfer Agreement.


 


3.3                                 Any Disposals permitted pursuant to the
provisions of clause 3.2 shall be subject to the following provisions:


 


(a)                                  except as prohibited by applicable law,
regulation or judicial order, any Disposals shall be notified in advance to the
Company, Seymour Pierce and RBC in writing at least 5 Business Days prior to
the entry into of any agreement or undertaking relating to the same, save in
respect of:


 


(i)                                     any Disposal to trustees pursuant to clause
3.2(b)(iii), where only prior notice shall be required;


 


(ii)                                  any Disposal to personal representatives
pursuant to clause 3.2(g), where notice shall be as soon after such Disposal as
shall be reasonably practicable; and


 


(iii)                               any Disposal required to be made pursuant to
the Share Transfer Agreement, where notice shall be as soon after such Disposal
as shall be reasonably practicable.


 


(b)                                 if a Covenantor wishes to make a Disposal
pursuant to clause 3.2(a) or 3.2(g) (insofar as it relates to a sale
by the personal representatives) he, or in the case of clause 3.2(g) the
personal representative, shall:


 


(i)                                     notify the Company, Seymour Pierce and RBC in
advance of his intention to effect such a sale pursuant to paragraph
(a) above; and


 


(ii)                                  instruct RBC to arrange the Disposal of such
shares (the “Locked-In Shares”) at not less than the minimum price
which he requests for the Locked-In Shares (the “Specified Price”) and
if RBC fails to satisfy any of the following:


 


5














 


(1)                                 arrange for the Disposal of the Locked-In
Shares at a price not less than the Specified Price within 5 Business Days of
RBC being - instructed to do so;


 


(2)                                 provide best execution and competitive terms
of disposal; or


 


(3)                                 offer a fee and commission competitive with
those charged by other reputable brokers,


 


then the Covenantor shall be entitled to sell all or any of the
Locked-In Shares otherwise than through RBC provided that the Locked-In Shares
are not sold at a price less than the Specified Price,


 


subject
always to the Company, Seymour Pierce and RBC having the right, at their
reasonable discretion, to waive the notice period pursuant to paragraph 3.3(a) above.


 


4.                                      ORDERLY MARKETING


 


The
Covenantor hereby undertakes with
each of the Company, Seymour Pierce and RBC that, in respect of any Disposal of
any Restricted Interest during the Orderly Marketing Period, he will instruct
RBC to arrange for the Disposal of such shares (the “OM Shares”) at not less than the minimum price which he
requests for the Locked-In Shares (the “OM Specified Price”) and if RBC fails to satisfy any of the
following:


 


(a)                                 arrange for the Disposal of the OM Shares at a
price not less than the OM Specified Price within 5 Business  Days of RBC being instructed to do so;


 


(b)                                 provide best execution and competitive terms
of disposal; or


 


(c)                                  offer a fee and commission competitive with
those charged by other reputable brokers,


 


then
the Covenantor shall be entitled to sell all or any of the OM Shares otherwise
than through RBC provided that the OM Shares are not sold at a price less than
the OM Specified Price.


 


5.                                      WARRANTIES AND
REPRESENTATIONS


 


The
Covenantor warrants, represents and undertakes to the Company, Seymour Pierce
and RBC that any Disposal made by it during the Restricted Period and the
Orderly Marketing Period shall be in compliance with U.S. Securities Laws and
any other applicable laws.


 


6.                                      ISSUE OF ADMISSION DOCUMENT


 


6.1                               Admission Document


 


The
Covenantor acknowledges that the existence of this agreement and its contents
are to be referred to in the Admission Document and that these are matters
which can reasonably be expected to influence the decision of potential
investors (both immediately prior to Admission and subsequently) whether or not
to subscribe for or purchase Shares.


 


6.2                               Covenantor’s
consent


 


The
Covenantor consents to the inclusion in the Admission Document of references to
this agreement and its contents.


 


6

















 


7.                                      ENTIRE AGREEMENT


 


7.1                               Entire agreement


 


This
agreement represents the whole and only agreement between the parties in
relation to the way the Restricted Interests are to be dealt with from
Admission up to and including the end of the Orderly Marketing Period and
supersedes any previous agreement whether written or oral between all or any of
the parties in relation to that subject matter. Accordingly, all other terms,
conditions, representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of this
agreement.


 


7.2                               No liability unless statement
made fraudulently


 


No
party shall have any liability or remedy in tort in respect of any
representation, warranty or other statement (other than those contained in this
agreement) being false, inaccurate or incomplete unless it was made
fraudulently, wilfully or deliberately.


 


8.                                      ASSIGNMENT


 


This
agreement, and the rights and obligations arising under it, shall not be
assignable nor transferable without the prior written agreement of each of the
other parties hereto (such agreement not to be unreasonably withheld or
delayed), provided that the Covenantor shall be permitted to assign rights and
obligations under this agreement if and to the extent necessary to comply with
clause 3.2(j).


 


9.                                      THIRD PARTY RIGHTS


 


Except
as otherwise expressly stated herein, nothing in this agreement shall confer
any rights on any person (other than the parties hereto) pursuant to the
Contracts (Rights of Third Parties) Act 1999.


 


10.                               FURTHER ASSURANCE


 


At
any time after the date of this agreement, the Covenantor shall, and shall use
all reasonable endeavours to procure (to the extent that he can) that any
necessary third party shall, execute such documents and do such acts and things
as the Company, Seymour Pierce or RBC may reasonably require for the purpose of
giving the Company, Seymour Pierce or RBC the full benefit of all the
provisions of this agreement in relation to the obligations of the Covenantor.


 


11.                               COUNTERPARTS AND EXECUTION


 


11.1                        Any number of counterparts


 


This
agreement may be executed in any number of counterparts and by the parties on
separate counterparts but shall not be effective until each of the parties has
executed at least one counterpart.


 


11.2                        Each counterpart an original


 


Each
counterpart shall constitute an original of this agreement but all the
counterparts shall together constitute but one and the same instrument.


 


11.3                        Execution as a deed


 


The
parties to this agreement have agreed to execute this agreement as a deed.


 


12.                               INVALIDITY


 


If
at any time any provision of this agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction that shall not
affect or impair:


 


(a)                                 the legality, validity or enforceability in
that jurisdiction of any other provision of this agreement; or


 


7

















 


(b)                                 the legality, validity or enforceability under
the law of any other jurisdiction of that or any other provision of this
agreement.


 


13.                               VARIATION OF TERMS


 


The
provisions of the agreement may be varied from time to time by agreement of the
parties, provided that no such variation shall be effective unless in writing
and signed by or on behalf of each of the parties.


 


14.                               NOTICES


 


14.1                        Form of notices


 


All
notices and other communications relating to this agreement:


 


(a)                                 shall be in English and in writing;


 


(b)                                 shall be delivered by hand or sent by post or
fax;


 


(c)                                  subject to clause 15 shall be delivered or
sent to the party concerned at the relevant address or number, as appropriate,
and marked all as shown in clause 14.3;


 


(d)                                 shall take effect:


 


(i)                                     if delivered, upon delivery;


 


(ii)                                  if posted, at the earlier of the time of
delivery and (if posted in the United Kingdom by first class registered post)
10:00 am on the second Business Day after posting or (if posted outside the
United Kingdom by first class registered air mail post) 10:00 am on the fifth
Business Day after posting; or


 


(e)                                  if sent by fax, when confirmation of its
uninterrupted transmission has been recorded by the sender’s fax machine;


 


provided
that if any communication would otherwise become effective on a non-Business
Day or after 5 pm on a Business Day, it shall instead become effective at 10:00
am on the next Business Day and if it would otherwise become effective at
before 9:00 am on a Business Day, it shall instead become effective at 10:00 am on that Business Day.


 


14.2                        In this clause 14 reference to a “Business Day” shall mean a day, other than a Saturday, Sunday
or public holiday, in the jurisdiction in which the recipient of a notice or
other communication is located.


 


14.3                        Initial details of the
parties


 


The
initial details for the purposes of clause 14.1 are:


 


	
  Party:

  	
  Resaca
  Exploitation, Inc.

  
	
  Address:

  	
  1331
  Lamar, Suite 1450, Houston, Texas 77010, USA

  
	
  Fax
  Number:

  	
  +1
  713 650 1246

  
	
  Marked
  for the Attention of:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
  Party:

  	
  Seymour
  Pierce Limited

  
	
  Address:

  	
  20
  Old Bailey, London EC4M 7EN

  
	
  Fax
  Number:

  	
  +44
  207 107 8100

  
	
  Marked
  for the Attention of:

  	
  Jonathan
  Wright

  
	
   

  	
   

  
	
  Party:

  	
  Royal
  Bank of Canada Europe Limited

  
	
  Address:

  	
  71
  Queen Victoria Street, London EC4V 4DE

  



 


8

















 


	
  Fax
  Number:

  	
  +44
  207 029 7924

  
	
  Marked
  for the Attention of:

  	
  Andrew
  Smith

  
	
   

  	
   

  
	
  Party:

  	
  NGP
  Capital Resources Company

  
	
  Address:

  	
  Attn:
  R. Kelly Plato

  
	
   

  	
  1221
  McKinney Street, Suite 2975

  
	
   

  	
  Houston,
  Texas 77010

  
	
  Fax
  Number:

  	
  +1
  713 752 0063

  



 


14.4                        Notice to personal
representatives


 


If
any of the parties (being an individual) dies, then until receipt by the other
parties of a certified copy of the grant of representation to the estate of the
deceased, any notice or other communication addressed to the deceased or to his
personal representatives and sent or delivered in accordance with clause 14.1
shall for all purposes be deemed sufficient service of that communication on
the deceased and his personal representatives and shall be effectual as if the
deceased were still living.


 


15.                               GOVERNING LAW AND
JURISDICTION


 


This
agreement shall be governed by and interpreted in accordance with English law
and the parties hereto submit to the exclusive jurisdiction of the English
courts.


 


16.                               AGENT FOR SERVICE OF PROCESS


 


The
Company and the Covenantor each irrevocably appoints King & Spalding
International LLP as its/his agent for service and agrees that any document to
be served in relation to this agreement may be sufficiently and effectively
served on it/him in connection with proceedings in England by service on King &
Spalding International LLP (marked for the attention of Jonathan Martin) in
accordance with the provisions of clause 14. In the event of that agent (or any
replacement agent) ceasing so to act, the Company and the Covenantor undertake
to appoint another person resident in England as its/his agent for that purpose
and to procure that notice of that appointment is given to the each of the
other parties to this agreement in accordance with the provisions of clause 14.


 


9

















 


IN WITNESS
of which the parties have executed this document as a deed on the date set out
above.


 


 


	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  
	
  RESACA EXPLOITATION, INC

  	
  )

  	
  /s/
  [ILLEGIBLE]

  
	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  
	
   

  	
  /s/
  [ILLEGIBLE]

  
	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  
	
  SEYMOUR
  PIERCE LIMITED

  	
  )

  	
  /s/
  [ILLEGIBLE]

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  /s/
  [ILLEGIBLE]

  
	
   

  	
  Director/Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  
	
  ROYAL BANK OF CANADA EUROPE LIMITED

  	
  )

  	
   

  
	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  



 

















 


	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  
	
  SEYMOUR
  PIERCE LIMITED

  	
  )

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED for

  	
  )

  	
   

  
	
  and on behalf of

  	
  )

  	
   

  
	
  ROYAL BANK OF CANADA EUROPE

  	
  )

  	
   

  
	
  LIMITED:

  	
  /s/
  [ILLEGIBLE]

  
	
   

  	
  Managing
  Director (GIB)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
  Signature

  	
  /s/
  Sarah Wharry

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
  :

  	
  Sarah
  Wharry

  	
   

  
	
  Occupation

  	
  :

  	
  Investment
  Banker

  	
   

  
	
  Address

  	
  :

  	
  47
  Parma Crescent

  	
   

  
	
   

  	
   

  	
  London
  SW11 1LT

  	
   

  
					



 

















 


	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  
	
  NGP CAPITAL RESOURCES COMPANY

  	
  )

  	
  /s/
  [ILLEGIBLE]

  
	
   

  	
  Authorised
  Signatory

  



 


In
the presence of:


 


	
  Witness
  Signature :

  	
  /s/
  Nichole Dotson-Olajuwon

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  Name :

  	
  Nichole
  Dotson-Olajuwon

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  Address:

  	
  333
  Clay Street, Houston TX 77002

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  Occupation:

  	
  attorney

  	
   

  



 


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